Areas of Expertise
I'm an experienced business lawyer. As a result I am comfortable drafting or commenting upon virtually any commercial agreement, regardless of industry. From distribution agreements to fulfillment agreements, from brand sponsorship agreements to shareholder agreements, from commercial leases to asset purchase agreements, from employment agreements to settlement agreements, I've drafted or commented upon them all many times. More importantly though, unlike many less experienced lawyers or those whose acrimonious negotiating styles can often produce hard feelings and lost opportunities, if I represent you, I guarantee that your interests will always be protected to the maximum level of your business negotiating leverage without ever impairing the crucial relationships upon which your business depends.
See below for a more in-depth explanation of my expertise.
FDA & Health Canada Regulated Goods
My expertise in the cosmetics industry is broad and deep. It includes specific experience with respect to all aspects of:
Retail, Distribution and Supplier relationships;
Regulatory Compliance/Labeling matters, including those relating to, inter alia, the US Federal Fair Packaging and Label Act, the US Federal Food, Drug and Cosmetic Act, the US Federal Trade Commission, California Proposition 65 and the California Air Resources Board, the Canada Competition Act, the Canada Food and Drug Act and associated Cosmetic Regulations and the Canada Consumer Packaging and Labelling Act;
Advertising and Brand Sponsorship/Ambassador Campaigns, including negotiations with celebrities and influencers.
Anti-Diversion and Anti-Counterfeiting strategies, approaches and remedies.
Of equal importance is my general business knowledge of the personal care products space, acquired over several years working extremely closely with business leaders in this industry. Whether it be knowing market terms and conventions, or sharing valuable relationships and contacts, I'm here to help you move your business forward.
Start-Ups & E-Commerce
I've not only represented start-up clients operating in all sorts of industries, but I also founded my own e-commerce start-up in the beauty industry, selling my own brand of hair extensions. As such I've lived the life of the entrepreneur and can help walk you through this process from forming your company, drafting all your shareholder and board resolutions, guiding you through the necessary initial and continuing corporate filing requirements, negotiating your commercial lease, any agreements with potential investors or lenders, and any other commercial agreements you might need drafted or reviewed.
Brand Building and Protection
Your brand is your baby. Though almost all business owners are aware of the importance of investing in brand building, far fewer are as dedicated to the equally important task of brand protection. When your brand is under assault you need an attorney with the heart of a lion in your corner who knows the ins and outs of brand protection. As General Counsel of Moroccanoil I not only led the company's trademark prosecution efforts, but also crafted and led the vigorous efforts to aggressively protect Moroccanoil's brand from any perceived infringements, diversion or counterfeiting activity which might have had the effect of impairing Moroccanoil's brand equity. Having done this in an extremely aggressive manner for several years I consider myself one of the foremost industry experts in this area and can share with my clients invaluable advice as to those specific steps that can be taken to minimize the damage to their brands at the least possible financial cost. The following is a small sample of the brand protection initiatives led by me during my years at Moroccanoil:
Litigation with Avon Products, Inc., involving a TTAB proceeding, a Canadian expungement action and a trademark infringement in the Federal Court of the Southern District of New York;
Litigation with Marc Anthony Cosmetics, Inc., involving simultaneous trademark and trade dress infringement actions in both the Federal Court of the Central District of California and in the Federal Court of Canada;
Litigation with Renpure, LLC, involving simultaneous trademark and trade dress infringement actions in the Federal Court of the Central District of California;
Litigation effort against Groupon Inc. involving the sale of counterfeit Moroccanoil goods in the Federal Court of the Central District of California;
Coordinating federal police raids in Brazil against suspected sellers of counterfeit Moroccanoil product; and
Litigation with Zotos International, Inc. (a subsidiary of Shiseido), involving simultaneous trademark and trade dress infringement actions in the Federal Court of the Central District of California, which led to the issuance of a preliminary injunction.
Labor & Employment Law
I have extensive expertise in HR matters and employment law across the USA and Canada. Agreements with which I have particular expertise include employment agreements, separation agreements (in multiple states and provinces) stock option plans and related agreements, and employee handbooks and corporate policies. Finally, I have extensive experience counseling clients in the context of employment litigation in Canada and the USA, as well as advising them as to their obligations under US and Canadian employment law.
Litigation & Other Contentious Proceedings
Over the years I have been involved in well over 75 litigations in several countries, from trademark and patent infringement actions, to employment actions, to "bet the company" commercial litigation. These litigations lasted anywhere from a few months to over five years and took place in the state courts of California, Florida, New Jersey and New York, the TTAB, the provincial courts of Ontario and Quebec, the Federal Court of the Central District of California, the Federal Court of the Southern District of New York, the courts of Brazil, Argentina and Venezuela. Having attended countless numbers of depositions, motions and mediations in matters ranging from IP and brand protection, employment and "bet the company" disputes, and having thus far never come out on the losing end of any action, I am the person who you want leading your litigation efforts from start to finish.
Mergers and Acquisitions
As a seasoned M&A lawyer, I have extensive experience advising buyers and sellers with respect to the sale or acquisition of businesses in both Canada and the United States. These transactions have included public and private company buyers and targets, and have included share deals, asset deals, plans of arrangement and triangular amalgamations. The following is a partial but representative list of the transactions I have advised upon :
Moroccanoil in its acquisition of a secondary line brand.
Air Products & Chemicals Inc. in connection with its purchase of IP assets from Xebec Absorption Inc.
General Cable Corporation in connection with its CAD $185 million purchase of Alcan Cable from Rio Tinto Alcan Inc.
Canmarc REIT in connection with its CAD $900 million takeover by Cominar Real Estate Investment Trust.
PCP LP in connection with the sale of its Independent Medical Assessment division.
Desjardins Venture Capital in connection with the sale of its interest in a Canadian private company to US purchasers.
TSX listed Production Enhancement Group in connection with its acquisition by Quest Energy.
TSXV listed Grand Banks Energy in connection with its acquisition by Fairbourne Energy Ltd.
NASDAQ listed, NovAtel Inc. in its acquisition by Hexagon AB by way of a CAD $447 million takeover bid.
Eaton Corporation in its acquisition of the switchgear business of Babco Electric Group by way of asset purchase.
McJunkin Corporation in connection with its merger of equals with Red Man Pipe and Supply Company.
Prior to joining Moroccanoil, my practice included a fair amount of Canadian capital markets and public company work with respect to which I represented issuers, underwriters and agents in connection with securities issuances and continuous disclosure requirements. The following is a partial but representative list of the capital markets transactions I have advised upon:
The Initial Purchasers in connection with Quadra FNX’s 2011 offering of senior notes for gross proceeds of USD $500 million.
Agency syndicate in the offering by the McGill University Health Centre of senior unsecured debentures for grows proceeds to $260 million;
TSX listed Bankers Petroleum Ltd. in connection with its placement of common share purchase warrants;
TSX listed Bankers Petroleum Ltd. in connection with its bought deal financing by way of short form prospectus; and
The underwriters in connection with the Qualifying Transaction by ABTB REIT.